Debt

9 Months Ended

Sep. 30, 2020

Debt Disclosure [Abstract]

DEBT

Debt

Outstanding debt balances were as follows:

	September 30, 2020		December 31, 2019
Notes payable
Uncommitted lines of credit	$	7.0	$	5.0
Term Loan A-1 Facility	—		16.3
Term Loan B Facility - USD	4.8		4.8
Term Loan B Facility - Euro	4.9		4.7
Other	1.6		1.7
	$	18.3	$	32.5
Long-term debt
Revolving Facility	$	192.1	$	—
2022 Term Loan A Facility	—		370.3
Term Loan A-1 Facility	—		602.6
Term Loan B Facility - USD	386.9		404.0
Term Loan B Facility - Euro	394.4		395.1
2024 Senior Notes	400.0		400.0
2025 Senior Secured Notes - USD	700.0		—
2025 Senior Secured Notes - EUR	409.8		—
Other	3.4		1.3
	2,486.6		2,173.3
Long-term deferred financing fees	(58.7)		(64.6)
	$	2,427.9	$	2,108.7

As of September 30, 2020, the Company had various international short-term uncommitted lines of credit with borrowing limits of $31.9. The weighted-average interest rate on outstanding borrowings on the short-term uncommitted lines of credit as of September 30, 2020 and December 31, 2019 was 7.36 percent and 9.03 percent, respectively, and primarily relate to higher interest rate, short-term uncommitted lines of credit in Turkey and Brazil. Short-term uncommitted lines mature in less than one year. The amount available under the short-term uncommitted lines at September 30, 2020 was $24.9.

The cash flows related to debt borrowings and repayments were as follows:

	Nine Months Ended
	September 30,
	2020		2019
Revolving credit facility borrowings	$	653.1	$	703.4
Revolving credit facility repayments	$	(461.0)	$	(828.4)
Other debt borrowings
Proceeds from 2025 Senior Secured Notes - USD	$	693.2	$	—
Proceeds from 2025 Senior Secured Notes - EUR	394.6		—
Proceeds from 2022 Term Loan A Facility under the Credit Agreement	—		374.3
International short-term uncommitted lines of credit borrowings	20.0		21.0
	$	1,107.8	$	395.3
Other debt repayments
Payments on Term Loan A Facility under the Credit Agreement	$	—	$	(126.3)
Payments on 2022 and Delayed Draw Term Loan A Facility under the Credit Agreement	(370.3)		(160.5)
Payments Term Loan A-1 Facility under the Credit Agreement	(618.9)		(12.2)
Payments on Term Loan B Facility - USD under the Credit Agreement	(17.1)		(3.6)
Payments on Term Loan B Facility - Euro under the Credit Agreement	(16.4)		(3.5)
International short-term uncommitted lines of credit and other repayments	(16.8)		(36.8)
	$	(1,039.5)	$	(342.9)

As of September 30, 2020, the Company had a revolving and term loan credit agreement (the Credit Agreement) with a revolving facility of up to $368.9 (the Revolving Facility). The weighted-average interest rate on outstanding Revolving Facility borrowings as of September 30, 2020 and December 31, 2019 was 4.67 percent and 6.01 percent, respectively, which is variable based on the London Interbank Offered Rate (LIBOR). There was $150.2 available under the Revolving Facility as of September 30, 2020, after excluding $26.6 in letters of credit.

On May 9, 2017, the Company entered into an incremental amendment to its Credit Agreement (the Incremental Amendment) which reduced the initial term loan B facility (the Term Loan B Facility) of a $1,000.0 U.S. dollar-denominated tranche to $475.0. The reduction was funded using the $250.0 proceeds drawn from the Delayed Draw Term Loan A Facility, a replacement of $70.0 with Term Loan B Facility - Euro and previous principal payments.

The Incremental Amendment also renewed the repricing premium of 1.00 percent in relation to the Term Loan B Facility to the date that is six months after the Incremental Effective Date, removed the requirements to prepay the repriced Dollar Term Loan and the repriced Euro Term Loan upon any asset sale or casualty event if the Company is below a total net leverage ratio of 2.5:1.0 on a pro forma basis for such asset sale or casualty event and provides additional restricted payments and investment carveouts in regards to assets acquired in connection with the August 2016 acquisition of Diebold Nixdorf AG, formerly known as Wincor Nixdorf Aktiengesellschaft. All other material provisions under the Credit Agreement were unchanged.

On August 30, 2018, the Company entered into a sixth amendment and incremental amendment (the Sixth Amendment) to its Credit Agreement. The Sixth Amendment amended the financial covenants and established a new senior secured incremental term A-1 facility in an aggregate principal amount of $650.0 (Term Loan A-1 Facility) and made certain other changes to the Credit Agreement. Following the execution of the Sixth Amendment, the Company has executed, and has caused certain of its subsidiaries to execute, certain foreign security and guaranty documents for the benefit of the secured parties under the Credit

Agreement that provide for guarantees by, and additional security with respect to, the equity interests in and the stock of certain foreign subsidiaries.

On August 7, 2019, the Company entered into a seventh amendment (the Seventh Amendment) to its Credit Agreement. The Seventh Amendment amended and extended certain of the Term A Loans, Revolving Credit Commitments and Revolving Credit Loans maturing on December 23, 2020 (collectively, the 2020 Facilities), to April 30, 2022, to be effected by an exchange of 2020 Term A Loans, 2020 Revolving Credit Commitments and 2020 Revolving Credit Loans for 2022 Term A Loans, 2022 Revolving Credit Commitments and 2022 Revolving Credit Loans, respectively.

On February 27, 2020 the Company entered into the eighth amendment (the Eighth Amendment) to its Credit Agreement. The Eighth Amendment provided additional flexibility to refinance debt, including permitting the Company to raise different types of secured and unsecured debt as well as the option to tender for secured debt on favorable terms ahead of the maturity dates.

On July 20, 2020, the Company entered into the ninth amendment to the Credit Agreement (the Ninth Amendment). The Ninth Amendment amended the Credit Agreement to, among other things, extend the maturity of $330.0 of revolving credit commitments from April 30, 2022 to July 20, 2023 and amend the financial covenants in the Credit Agreement in connection with the extension of such maturities (and, effective as of the date of the Ninth Amendment, the Company terminated its other revolving credit commitments under the Revolving Facility other than approximately $39.0 of revolving credit commitments that still mature April 30, 2022).

The interest rates with respect to the 2022 Facilities and 2023 Revolving Loans are based on, at the Company’s option, adjusted LIBOR or an alternative base rate, in each case plus an applicable margin tied to the Company’s then applicable total net leverage ratio. Such applicable margins range from, for LIBOR-based 2022 Term A Loans, 1.25 percent to 4.75 percent, for LIBOR-based 2022 or 2023 Revolving Loans, 1.25 percent to 4.25 percent, and for base-rate 2022 Term A Loans and 2022 or 2023 Revolving Loans, 1.00 percent less than in the case of LIBOR-based loans.

The Credit Agreement financial ratios at September 30, 2020 were as follows:

•a maximum allowable total net debt to adjusted EBITDA leverage ratio of 6.50 to 1.00 as of September 30, 2020 (reducing to 6.25 on December 31, 2020, 6.00 on June 30, 2021, 5.75 on December 31, 2021, 5.50 on September 30, 2022 and 5.25 on December 31, 2022 and thereafter); and

•a minimum adjusted EBITDA to net interest expense coverage ratio of not less than 1.375 to 1.00 as of September 30, 2020 (increasing to 1.50 on December 31, 2020, 1.625 on December 31, 2021 and 1.75 on December 31, 2022 and thereafter).

As of September 30, 2020, the debt facilities under the Credit Agreement were secured by substantially all assets of Diebold Nixdorf, Incorporated and its domestic subsidiaries that are borrowers or guarantors under the Credit Agreement, subject to certain exceptions and permitted liens.

On July 20, 2020, Diebold Nixdorf, Incorporated issued $700.0 aggregate principal amount of 9.375 percent Senior Secured Notes due 2025 (the 2025 Senior Secured Notes - USD) and its wholly-owned subsidiary, Diebold Nixdorf Dutch Holding B.V., issued €350.0 aggregate principal amount of 9.0 percent Senior Secured Notes due 2025 (the 2025 Senior Secured Notes - EUR and, together with the 2025 Senior Secured Notes - USD, the 2025 Senior Secured Notes) in private offerings exempt from registration under the Securities Act of 1933. The 2025 Senior Secured Notes - USD were issued at a price of 99.031 percent of their principal amount, and the 2025 Senior Secured Notes - EUR were issued at a price of 99.511 percent of their principal amount.

The 2025 Senior Secured Notes are or will be, as applicable, guaranteed on a senior secured basis by (i) all of Diebold Nixdorf, Incorporated’s existing and future direct and indirect U.S. subsidiaries that guarantee the obligations under the Credit Agreement and (ii) all of Diebold Nixdorf, Incorporated’s existing and future direct and indirect U.S. subsidiaries (other than securitization subsidiaries, immaterial subsidiaries and certain other subsidiaries) that guarantee any of the Diebold Nixdorf Dutch Holding B.V.’s or Diebold Nixdorf, Incorporated’s or its subsidiary guarantors’ indebtedness for borrowed money (collectively, the U.S. subsidiary guarantors). Additionally, the 2025 Senior Secured Notes - USD and the 2025 Senior Secured Notes - EUR are guaranteed on a senior secured basis by Diebold Nixdorf Dutch Holdings B.V. and Diebold Nixdorf,

Incorporated, respectively. The 2025 Senior Secured Notes are secured by first-priority liens on substantially all of the tangible and intangible assets of Diebold Nixdorf, Incorporated, Diebold Nixdorf Dutch Holding B.V. and the U.S. subsidiary guarantors, in each case subject to permitted liens and certain exceptions. The first-priority liens on the collateral securing the 2025 Senior Secured Notes - USD and the related guarantees and the 2025 Senior Secured Notes - EUR and the related guarantees are shared ratably among the 2025 Senior Secured Notes and the obligations under the Credit Agreement.

The net proceeds from the offerings of the 2025 Senior Secured Notes, along with cash on hand, were used to repay a portion of the amounts outstanding under the Credit Agreement, including all amounts outstanding under the Term Loan A Facility and Term Loan A-1 Facility and $193.8 of revolving credit loans, including all of the revolving credit loans due in December 2020, and for the payment of all related fees and expenses.

The Company also has $400.0 aggregate principal amount of 8.5% Senior Notes due 2024 (the 2024 Senior Notes). The 2024 Senior Notes were issued by Diebold Nixdorf, Incorporated and are guaranteed on a senior secured basis by the U.S. subsidiary guarantors and Diebold Nixdorf Dutch Holding B.V., and mature in April 2024.

Below is a summary of financing and replacement facilities information:

Financing and Replacement Facilities	Interest Rate Index and Margin	Maturity/Termination Dates	Initial Term (Years)
Credit Agreement facilities
2022 Revolving Facility(i)	LIBOR + 4.25%	April 2022	3.2
2023 Revolving Facility(ii)	LIBOR + 4.25%	July 2023	3.0
Term Loan B Facility - USD(i)	LIBOR + 2.75%	November 2023	7.5
Term Loan B Facility - Euro(iii)	EURIBOR + 3.00%	November 2023	7.5
2024 Senior Notes	8.5%	April 2024	8
2025 Senior Secured Notes - USD	9.375%	July 2025	5
2025 Senior Secured Notes - EUR	9.0%	July 2025	5

(i)LIBOR with a floor of 0.0%

(ii)LIBOR with a floor of 0.5%

(iii)EURIBOR with a floor of 0.0%

The Company's financing agreements contain various financial covenants, including net debt to capitalization, net debt to EBITDA and net interest coverage ratio, along with certain negative covenants that, among other things, limit dividends, acquisitions and the use of proceeds from divestitures. As of September 30, 2020, the Company was in compliance with the financial covenants in its debt agreements.